Susquehanna Bancshares (SUSQ)

This
Guarantee Agreement shall terminate and be of no further force and effect upon (i) full payment of the Redemption Price of all Securities, (ii) the distribution of Debentures to the Holders in exchange for all of the Securities or
(iii) full payment of the amounts payable in accordance with the Trust Agreement upon liquidation of the Issuer. Notwithstanding the foregoing, this Guarantee Agreement will continue to be effective or will be reinstated, as the case may be, if
at any time any Holder must restore payment of any sums paid with respect to Securities or this Guarantee Agreement.

Under the terms of the Employment Agreement, Mr. Dunklebarger may be terminated by the Company with Cause, without Cause or
resign due to an Adverse Change.

Mr. Dunklebarger employment may be terminated by the Company with Cause upon
occurrence of any of the following: (i) personal dishonesty; (ii) incompetence or willful misconduct; (iii) a breach of fiduciary duty involving personal profit; (iv) intentional failure to perform stated duties; (v) willful
violation of any law, rule or regulation (other than traffic violations or similar offenses); (vi) the issuance of a final cease-and-desist order by a state or federal agency to the extent such cease-and-desist order requires
Mr. Dunklebargers termination; or (vii) a material breach by Mr. Dunklebarger of any provision of his Employment Agreement.

Mr. Dunklebarger may terminate his employment due to an Adverse Change upon the occurrence of any of the following: (i) a significant change in the nature or scope in his duties as set forth in the Employment Agreement
such that Mr. Dunklebarger has been reduced to a position of materially lesser authority, status or responsibility (provided, however, in circumstances involving a Change in Control, so long as he remains a senior officer, meaning above a vice
president, an Adverse Change shall not be deemed to have occurred), or an increase by more than 20%, as compared to the average of the two (2) preceding years, of the time required to be spent by Mr. Dunklebarger 60 miles or more beyond
the Companys geographic market area without the his consent; (ii) a reduction in the his base compensation; (iii) any other material and willful breach by the Company of any other provision of his employment agreement; or
(iv) delivery of notice of the Companys intent not to renew his employment agreement; provided that Mr. Dunklebarger is willing and able to execute a new contract providing terms and conditions substantially similar to those in this
Employment Agreement and to continue providing services to the Company.

Upon a termination of employment without Cause or due to an
Adverse Change, Mr. Dunklebarger will be entitled to the payments and/or benefits described below:

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payment of the $169,000 Holdback Payment;

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bi-weekly compensation continuation payments for a period equal to the remainder of the term of employment in effect at the time of termination (if the termination
without Cause occurs prior to a Change in Control);

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if applicable, payment of the benefit accrued under all tax-qualified defined benefit plans, taking into account the Holdback Payment as compensation for purposes
of the applicable plan and increasing his years of benefit service under the applicable plan by one year;

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continued coverage under the applicable health plan of the Company for Mr. Dunklebarger, his spouse and eligible dependents for a period of 18 months following
termination of employment, subject to the requirement that Mr. Dunklebarger remit the employee portion of the premium cost associated with the coverage;

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a lump sum payment in an amount equal to 100% of the premium costs of COBRA continuation coverage for Mr. Dunklebarger, his spouse and eligible dependents, for
a period commencing on the first day after the 18 month period and continuing until his attainment of age 65 (or the date Mr. Dunklebarger would have attained age 65 if he dies prior), at the COBRA rate in effect as of the expiration of the 18
month period and assuming a 10% increase in the amount of such COBRA coverage for the period (For purposes of this payment, dependents will only be taken into account until the earlier of the date they cease to be a dependent or
Mr. Dunklebargers attainment of age 65);

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a lump sum payment in an amount equal to 150% of the Companys actual premium cost of providing group term life insurance coverage to Mr. Dunklebarger for
the three (3) year period following the termination;

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payment for all accrued but unused vacation days;

Additionally, Mr. Dunklebarger is bound by certain non-competition and non-solicitation covenants which extend for a period of three (3) years following termination of employment.

Under the terms of their respective Employment Agreements, the executives may be terminated by Susquehanna with Cause, without
Cause or resign due to an Adverse Change.

The executives employment may be terminated by Susquehanna with
Cause upon occurrence of any of the following: (i) the executives personal dishonesty; (ii) the executives incompetence or willful misconduct; (iii) a breach by the executive of fiduciary duty involving
personal profit; (iv) the executives intentional failure to perform stated duties; (v) the executives willful violation of any law, rule or regulation (other than traffic violations or similar offenses); (vi) the issuance
of a final cease-and-desist order by a state or federal agency to the extent such cease-and-desist order requires the executives termination; or (vii) a material breach by the executive of any provision of his Employment Agreement.

The executive may terminate his employment due to an Adverse Change upon the occurrence of any of the following: (i) a
significant change in the nature or scope in the executives duties or material reduction in the executives authority, status or responsibility; (ii) an increase by more than 20% of the time required to be spent by the executive 60
miles or more beyond our geographic market area without the executives consent; (iii) a reduction in the executives base compensation; (iv) any other material and willful breach by Susquehanna of any other provision of the
executives employment agreement; or (v) delivery of notice of Susquehannas intent not to renew the executives employment agreement.

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Upon a termination of employment without Cause or due to an Adverse Change, each executive will
be entitled to the payments and/or benefits described below:

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payment of all accrued and unpaid base salary through the date of termination;

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payment for all accrued but unused vacation days;

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payment of any bonus payable for the period ending prior to termination of employment;

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bi-weekly payments for a period of 1 year following termination of employment (such time period is hereinafter referred to as the Severance Period),
equal to 1/26 of the Average Annual Compensation, defined as the average of the base compensation and annual bonuses received by the executive with respect to the 3 most recently completed calendar years;

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the benefit accrued under all defined benefit pension plans had the executive remained employed for the Severance Period; and

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continued coverage and participation in our group term life insurance, disability insurance, accidental death and dismemberment insurance, and health insurance for
the Severance Period.

Additionally, each executive is bound by certain non-competition and non-solicitation covenants
which extend for a period of 1 year following termination of employment.